KEYSPAN CORP
35-CERT, 2000-11-20
NATURAL GAS DISTRIBUTION
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


In the Matter of           )
KeySpan Corporation        )
                           )                                    File No. 70-9641
(Public Utility Holding    )
Company Act of 1935)       )



                       RULE 24 CERTIFICATE OF NOTIFICATION

              Pursuant to Rule 24,1 this Certificate of Notification is filed by
KeySpan Corporation ("KeySpan"), a New York Corporation,  in connection with the
following  transactions  proposed  in  KeySpan's  Form U-1  docketed as File No.
70-9641, as amended (the "Application-Declaration"),  and authorized by order of
the  Securities and Exchange  Commission  (the  "Commission")  dated November 7,
2000, in this file (Release No. 35-27271). Capitalized terms used herein without
definition  have the meaning  ascribed  to them in the  Application-Declaration.
KeySpan hereby certifies pursuant to Rule 24:

          A.   That KeySpan,  through ACJ Acquisition LLC ("ACJ"),  has acquired
               all of  the  issued  and  outstanding  common  stock  of  Eastern
               Enterprises ("Eastern") and, indirectly,  all of the common stock
               of   Eastern's   utility    subsidiaries    identified   in   the
               Application-Declaration.2

          B.   That KeySpan, through Eastern's acquisition of EnergyNorth,  Inc.
               ("EnergyNorth"),  has  indirectly  acquired  EnergyNorth  and its
               utility subsidiary identified in the Application-Declaration.

          C.   That KeySpan filed the  Notification  of Registration on Form U5A
               at the time of the closing of the Transaction on November 8, 2000
               (the  "Closing"),  as required  under  Section 5(a) of the Public
               Utility Holding Company Act of 1935 (the "Act").

          D.   That  KeySpan   retains   directly  or  indirectly  the  existing
               businesses,  investments and  non-utility  activities of KeySpan,
               Eastern and EnergyNorth.

--------
1    17 C.F.R.ss.250.24.

2    ACJ was merged out of  existence as a result of  KeySpan's  acquisition  of
     Eastern.

<PAGE>


          E.   That  KeySpan  retains the electric  utility  business of KeySpan
               Generation as an additional electric system within the meaning of
               Section 11 of the Act.

          F.   That  except for the  transactions  or matters  described  in the
               Application-Declaration  and the  order  which  do not have to be
               completed until dates  specified  therein which are subsequent to
               the date of the Closing and the filing  this  certification,  the
               transactions described in the  Application-Declaration  have been
               completed.

                                    SIGNATURE

              Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, as amended,  the undersigned  company has duly caused this document
to be signed on its behalf by the undersigned thereunto duly authorized.

                                      KeySpan Corporation


                                          /s/
                                      ------------------------------------
                                      Steven L. Zelkowitz
                                      Senior Vice President and General Counsel




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